UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DANIMER SCIENTIFIC, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Program

On December 9, 2024, the Company entered into, a retention agreement (each a “Retention Agreement”) with each of Michael A. Hajost, the Company’s Chief Financial Officer, Scott C. Tuten, the Company’s Chief Marketing Officer, and Richard Altice, the Company’s Interim Chief Executive Officer (“Interim CEO”) and a director of the Company (together, the “Participants”).

Under the Retention Agreements, the Company is to pay the Participant a retention payment (the “Retention Payment”), in an amount equal to 25%, 12%, and 8% for Messrs. Hajost, Tuten, and Altice, respectively, of the Participant’s current annual base salary within two days following the execution of the Retention Agreement. In the event that the Participant’s employment is terminated prior to March 31, 2025 (in the case of Messrs. Hajost and Tuten) or January 15, 2025 (in the case of Mr. Altice) by the Company or its affiliates for a reason other than cause or due to the Participant’s death (each, a “Qualifying Termination”), provided that the Participant has not breached his confidentiality obligation in the Retention Agreement and subject to his execution and non-revocation of a release of claims against the Company and its affiliates, the Participant will retain the Retention Payment. In the event that the Participant’s employment is terminated prior to March 31, 2025 (in the case of Messrs. Hajost and Tuten) or January 15, 2025 (in the case of Mr. Altice) for any reason other than a Qualifying Termination, or the Participant breaches his confidentiality obligation in the Retention Agreement, the Participant will be required to repay to the Company the after-tax value of the Retention Payment.

The foregoing description of the Retention Agreements is only a summary and is qualified in its entirety by reference to the form of Retention Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.